IRFC has received regulatory fines from both major Indian stock exchanges for violations related to board composition and committee constitution during the quarter ended 31st December 2025. The company disclosed this information under Regulation 30 of SEBI (LODR) Regulations, 2015 on 28th February 2026.

Regulatory Action Details

Both BSE and NSE have imposed identical penalties on the railway financing company for non-compliance with corporate governance norms.

Nature of Violations

The fines relate to violations of specific SEBI regulations concerning corporate governance requirements:

• Regulation 17(1): Board composition requirements
• Regulation 18(1): Audit committee constitution
• Regulation 19(1)/19(2): Nomination and Remuneration committee requirements

These violations specifically pertain to the composition of the Board and constitution of committees namely Audit, Nomination and Remuneration for the quarter ended 31st December 2025.

Company's Position and Waiver Request

IRFC has clarified that as a Government Company, the power to appoint Directors vests with the President of India through the administrative ministry, specifically the Ministry of Railways (MoR). The company emphasized that it has no control in the appointment of Directors on its Board.

Compliance Efforts and Impact

The company has stated that requests have been made from time to time to the Ministry of Railways for appointment of requisite number of independent Directors, including one Women Independent Director, to ensure compliance with:

• SEBI Listing Regulations
• Companies Act, 2013
• DPE Guidelines on Corporate Governance for Central Public Sector Enterprises (CPSEs)

IRFC has confirmed that these fines have no impact on the financial, operational, or other activities of the listed entity. The company has submitted waiver requests to both stock exchanges, citing the precedent where similar fines were waived for the period from March 2021 to December 2021 on similar grounds.

IRFC has successfully completed a strategic External Commercial Borrowing (ECB) roadshow in Tokyo, marking a significant step in the corporation's funding diversification strategy. The two-day initiative concluded on 27 February 2026, with strong investor interest from Japanese regional investors.

Roadshow Leadership and Objectives

The Tokyo roadshow was spearheaded by a senior IRFC delegation comprising Executive Director (Finance) Ms. Deepa Kotnis and Executive Director (Business Development) Mr. Sunil Kumar Goel. The primary objective focused on mobilizing long-term funds at competitive rates and favorable terms while strategically diversifying IRFC's currency profile.

Investor Engagement Strategy

The roadshow comprised a series of one-on-one meetings with leading Japanese regional investors, designed to showcase IRFC's investment proposition. The delegation emphasized IRFC's strong sovereign linkages, robust asset-liability management framework, and consistent track record in supporting India's railway infrastructure expansion.

During the interactions, investors expressed keen interest in IRFC's core railway financing business, particularly noting its stable cash flow model and strategic importance to national infrastructure development. The corporation's evolving role as a diversified infrastructure financing institution was highlighted through its recent diversification initiatives into high-quality PSU and infrastructure exposures beyond the Ministry of Railways.

Strategic Partnership Support

The roadshow benefited from structured support provided by Mandated Lead Arrangers (MLAs), including:

• Sumitomo Mitsui Banking Corporation (SMBC)
• Mitsubishi UFJ Financial Group (MUFG)

These institutions facilitated structured investor engagements across the Japanese market, ensuring comprehensive coverage of potential funding sources.

Market Response and Credit Profile

The strong investor response underscores continued global confidence in IRFC's credit profile and business strategy. IRFC maintains a credit rating at par with the Indian Government by JCRA, reinforcing its strong sovereign linkages and creditworthiness in international markets.

The successful completion of the Tokyo roadshow is expected to strengthen IRFC's presence in the Japanese investor base and support the corporation's objective of securing cost-effective, diversified funding lines to meet its growing financing requirements. This initiative forms part of IRFC's calibrated approach to optimize its cost of borrowing and enhance access to diversified pools of global capital.